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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2026
LIBERTY CAPITAL CORPORATION
(Exact name of Registrant as specified in its
charter)
| Nevada |
001-42742 |
36-5128842 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
(Commission
File Number) |
(I.R.S.
Employer
Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices) (Zip
code)
(720) 875-5900
(Registrant's telephone number, including area code)
GCI Liberty, Inc.
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Series A GCI Group Common Stock |
GLIBA |
The Nasdaq Stock Market LLC |
| Series C GCI Group Common Stock |
GLIBK |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Effective May 21, 2026, Liberty Capital Corporation
(formerly known as GCI Liberty, Inc., the “Company”) amended its Amended and Restated Articles of Incorporation to change
its name from “GCI Liberty, Inc.” to “Liberty Capital Corporation” (the “Articles Amendment”).
In addition, the Company amended its Amended and Restated Bylaws (the “Bylaws Amendment”), also effective May 21, 2026,
to reflect the name change.
The name change does not affect the rights of
the Company’s security holders or the trading symbols of the Company’s issued and outstanding common stock. The Company’s
Series A GCI Group common stock and Series C GCI Group common stock will continue to trade on the Nasdaq Global Select Market
under the symbols “GLIBA” and “GLIBK,” respectively, and the Company’s Series B GCI Group common stock
will continue to be quoted on the OTC Markets under the symbol “GLIBB”. In addition, the CUSIP numbers for the Company’s
Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock will remain unchanged.
The foregoing descriptions of the Articles Amendment
and the Bylaws Amendment are subject to, and qualified in their entirety by, the Articles Amendment and the Bylaws Amendment, copies of
which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference
herein.
Item 7.01. Regulation FD Disclosure
On May 21, 2026, the Company issued a press
release regarding the name change.
This Item 7.01 and the press releases attached
hereto as Exhibits 99.1 and 99.2 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure
requirements of Regulation FD and shall not be deemed “filed” for any purpose.
| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit |
|
|
| Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company |
| 3.2 |
|
Amended and Restated Bylaws of the Company, as amended effective on May 21, 2026 |
| 99.1 |
|
Press Release, dated May 21, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
LIBERTY CAPITAL CORPORATION |
| |
|
| |
By |
/s/ Brittany A.
Uthoff |
| |
Name: |
Brittany A. Uthoff |
| Date: May 21, 2026 |
Title: |
Vice President and Assistant Secretary |
Exhibit 99.1
May 21, 2026
GCI Liberty Completes Name Change to Liberty Capital Corporation
ENGLEWOOD, Colo.--(BUSINESS WIRE)—Liberty Capital Corporation
(“Liberty Capital”) (Nasdaq: GLIBA, GLIBK) announced today that the company completed its name change from GCI Liberty, Inc.,
effective at the close of business today. The company’s stock tickers will remain unchanged. Liberty Capital’s Alaska subsidiary
will continue to operate under the GCI name and brand.
“We are excited to complete the transformation of GCI Liberty
to Liberty Capital Corporation. This change reflects our focus on expanding investments at the parent level beyond our core Alaska business,”
said Ron Duncan, Liberty Capital President and CEO. “Our new name aligns with the Liberty tradition of seeking to maximize shareholder
value in new and innovative ways even as we continue to serve our customers in Alaska under the GCI brand. We look forward to updating
the investment community on this evolution in the coming months and years.”
About Liberty Capital Corporation
Liberty
Capital Corporation. (Nasdaq: GLIBA, GLIBK) consists of its wholly owned subsidiary GCI. GCI is Alaska’s largest communications
provider, providing data, voice and managed services to consumer and business customers throughout Alaska, serving more than 200 communities.
GCI has invested $4.7 billion in its Alaska network and facilities over the past 47 years. Through a combination of ambitious network
initiatives, GCI continues to expand and strengthen its statewide network infrastructure to deliver the best possible connectivity to
its customers and close the digital divide in Alaska.
Liberty Capital Corporation
Hooper Stevens, +1 720-875-5406
Source: Liberty Capital Corporation